Lendlease Global Commercial REIT Announces S\$196.6 Million Underwritten Preferential Offering to Fund PLQ Mall Acquisition

Key Highlights

• Underwritten Non-Renounceable Preferential Offering: Lendlease Global Commercial REIT (“Lendlease REIT”) is launching an underwritten, non-renounceable preferential offering to raise approximately S\$196.6 million in gross proceeds.
• Issue Price and Discount: The issue price is set at S\$0.558 per New Unit, representing a discount of about 6.0% to the volume weighted average price (VWAP) of S\$0.5934 per unit as of 24 February 2026.
• Allotment Ratio: 119 New Units for every 1,000 existing Units held as at the record date. Fractions will be disregarded.
• Purpose: Proceeds will primarily fund the acquisition of the remaining 30% stake in PLQ Mall and its trustee-manager, with the remainder used for debt reduction and transaction costs.
• Sponsor Commitment: Lendlease Corporation Limited (the Sponsor) has provided an irrevocable undertaking to subscribe in full for its allotment, demonstrating strong support.
• Fully Underwritten: DBS Bank Ltd., OCBC Bank, and UOB are joint underwriters, ensuring the full amount will be raised.
• Eligibility: Only Unitholders with Singapore-registered addresses or qualifying institutional buyers can participate.
• SGX-ST Approval: Approval in-principle has been obtained for the listing and quotation of the new units.

Details of the Preferential Offering

The offering will see the issuance of approximately 352,360,283 new units on the basis of 119 new units for every 1,000 existing units. The offering is non-renounceable, meaning unitholders cannot sell or transfer their entitlements. However, unitholders can apply for excess new units beyond their provisional allotment. Priority for excess units will be given to rounding off odd lots, and directors or substantial unitholders who have influence over the REIT will be given the lowest priority for such allotments.

The issue price of S\$0.558 per new unit represents a 6.0% discount to the VWAP prior to the underwriting agreement and is designed to encourage broad participation while maintaining a balanced capital structure.

Use of Proceeds and Strategic Rationale

• Acquisition Funding (51.3% / S\$100.8 million): The majority of the proceeds will finance the purchase of the remaining 30% interest in PLQ Mall and its trustee-manager, consolidating Lendlease REIT’s stake in this key asset.
• Transaction and Related Costs (6.6% / S\$12.9 million): Covering equity raising, transaction, and debt refinancing expenses.
• Debt Reduction (42.1% / S\$82.8 million): The remainder will be used to pare down existing debt, strengthening the balance sheet.
• Flexibility for Future Use: If the acquisition does not proceed, proceeds may be redeployed for future investments or further debt repayment. The manager has discretion to reallocate funds as needed, subject to relevant laws.

The manager will provide ongoing disclosure on the use of proceeds and any material deviation from the proposed allocation.

Impact on Shareholders and Pricing Sensitivity

• Dilution: The issuance of new units will result in dilution for existing unitholders who do not participate fully in the preferential offering.
• Potential Upside from Increased Ownership in PLQ Mall: The acquisition of the remaining 30% stake in PLQ Mall could lead to increased distributable income and long-term growth, benefiting unitholders.
• Improved Balance Sheet: The significant use of proceeds to reduce debt will enhance the REIT’s financial stability, potentially reducing interest expenses and improving credit metrics.
• Market Pricing: The 6% discount to VWAP may influence the share price in the short term and encourage participation, but also sets a reference point for market valuation during the offering period.
• Strong Sponsor Support: The irrevocable undertaking by the sponsor and its related entities to subscribe in full for their entitlements is a positive signal of confidence in Lendlease REIT’s prospects.
• Eligibility Restrictions and Capital Market Implications: Only Singapore-based investors and qualified institutional buyers are eligible, with foreign shareholders generally excluded unless they provide a Singapore address prior to the record date.
• SGX-ST Waiver: A waiver was granted to allow the record date for the preferential offering to fall less than eight market days after the record date for the interim distribution, streamlining the capital raising process and minimizing market exposure.

Historical Context: Prior Capital Raising

Lendlease REIT previously conducted a private placement in November 2025, raising gross proceeds of S\$280 million through the issuance of 465,117,000 new units at S\$0.602 per unit. The proceeds were used to fund the initial 70% acquisition of PLQ Mall and its trustee-manager, as well as to pay related fees and reduce debt. All proceeds from this prior placement have been fully utilized, and the current preferential offering represents the next phase of Lendlease REIT’s growth and consolidation strategy.

Indicative Timeline of the Preferential Offering

Additional Important Information for Investors

• The new units will rank pari passu with existing units, including the right to distributions from 1 January 2026 to 30 June 2026 and beyond.
• The preferential offering is being conducted under the general mandate approved at the October 2025 AGM, so no additional unitholder approval is required.
• Participation is restricted to entitled unitholders with Singapore addresses or qualifying institutional buyers. Foreign unitholders must register a Singapore address at least three market days before the record date to participate.
• The offering is fully underwritten, ensuring all proceeds will be raised even if some unitholders do not subscribe.
• A waiver granted by SGX-ST allows the record date for the offering to be set less than eight market days after the record date for interim distribution, reducing the market exposure period.
• The sponsor and its related entities currently hold about 20.93% of the total units and will fully take up their entitlement, underlining confidence in the offering and the underlying asset acquisition.

Potential Impact on Share Price

The preferential offering, set at a discount, could place short-term pressure on Lendlease REIT’s unit price due to dilution concerns and the discounted issue price. However, the medium to long-term outlook may improve if the acquisition of the remaining stake in PLQ Mall delivers enhanced income and asset value, and the reduction in debt strengthens the REIT’s financial position. The sponsor’s strong backing and the fully underwritten nature of the deal provide downside protection for the capital raising effort.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or an offer to sell or a solicitation of an offer to buy any securities. Investors should conduct their own due diligence and consult their financial advisors before making any investment decisions. The value of investments and the income from them may fall as well as rise, and past performance is not indicative of future results. The information provided is based on official company announcements and is subject to change without notice.

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